Freehills and Bell Gully acted for Contact while AAR and Russell McVeagh represented Origin. The transaction saw the two companies merge to form a $7 billion dual-listed entity — Contact is the largest wholesaler and retailer of natural gas in New Zealand and Origin is a leading Australian energy supplier.
The dual listing was the first to occur on the Australian and New Zealand exchanges and the first use of a dual listing structure since the Brambles/GKN merger and dual listing in 2002. The new entity will be known as Contact Origin.
The dual listing structure permits Contact Energy shareholders to continue to hold shares in the New Zealand listed company and retain the benefits of a primary stock exchange listing and dividend imputation. Leon Pasternak, who was the lead partner on the deal for Freehills, said the interesting part was determining the best structure for the transaction and how to best deal with the dividends.
He said the transaction was a “friendly” one, as it was constructed in a way that was good for both groups, in order for both boards to approve it.
Also, it was the first time an Australian and New Zealand company had merged using a dual listing structure. “New Zealand regulators will have to come to terms with these structures,” he said.
“The ASX and ASIC have dealt with these structures so they have got rules and precedents on how to deal with them. For New Zealand, we are developing them.”
Pasternak believes this transaction could turn out to be a “trend setter” for future deals. “A number of people [might have] thought from a commercial point of view that perhaps dual listed structures were no longer useful. What is significant is that [dual listed companies] properly thought out, between Australia and New Zealand, still make sense in these circumstances.